Current Report Filing (8-k)
September 18 2018 - 10:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 14, 2018
Commission
File Number 000-54530
GOPHER
PROTOCOL INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
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27-0603137
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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2500
Broadway, Suite F-125, Santa Monica, CA 90404
(Address
of principal executive offices)
424-238-4589
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instructions A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
September 14, 2018, Gopher Protocol Inc. (the “Company”) entered into an Exclusive Intellectual Property License and
Royalty Agreement (the “GBT License Agreement”) with GBT Technologies, S.A., a Costa Rican company and a fully compliant
and regulated cryptocurrency exchange platform that currently operates in Costa Rica as a decentralized cryptocurrency platform
(“GBT”), pursuant to which, among other things, the Company granted to GBT an exclusive, royalty-bearing right and
license relating intellectual property relating to systems and methods of converting electronic transmissions into digital currency
as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018 (EFS ID:
32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)(collectively, the “Digital
Currently Technology”). Pursuant to the GBT License Agreement, the Company granted GBT an exclusive worldwide license to
use the Digital Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing
the Digital Currently Technology.
Under
the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue of each licensed
product sold by GBT during the period starting in which revenue is first generated using the licensed products and continuing
for five years thereafter. Upon signing the GBT License Agreement, GBT paid the Company $300,000. Upon GBT making available for
sale (the “Commercial Event”) an ICO (Initial Coin Offering) (the “Coin”), GBT will make a payment to
the Company in the amount of $5,000,000. Further, upon the Commercial Event, GBT will grant the Company the ability to acquire
30% of the Coin at a 30% discount of such offering price of the Coin. The GBT License Agreement commenced as of the signing date
and, unless terminated in accordance with the termination provisions of the GBT License Agreement, shall remain in force until
the expiration of the patent pertaining to the Digital Currency Technology; provided that the right to use trade secrets shall
survive the expiration of the GBT License Agreement provided the Company has not terminated. Prior to the signing of the GBT License
Agreement, GBT advanced $200,000 to the Company, which the parties have agreed will be applied toward the $5,000,000 fee when
it becomes due.
In
addition, on September 14, 2018, the Company and Dr. Danny Rittman, the Company’s Chief Technology Officer and a director,
entered into a letter agreement confirming that the Company is the owner of all intellectual property developed by Dr. Rittman
relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies, including a global platform
with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr. Rittman’s Employment Agreement is
terminated.
The
foregoing summary of the terms of the agreements do not purport to be complete and are qualified in its entirety by reference
to each agreement, copies of which will be filed with the Securities and Exchange Commission by the Company.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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GOPHER
PROTOCOL INC.
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By:
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/s/
Douglas Davis
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Name:
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Douglas
Davis
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Title:
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Interim
Chief Executive Officer
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Date:
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September
18, 2018
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Santa
Monica, California
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